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99-040 - 05-18 - Issuance Sale Revenue Bonds Covenant Communities Series 1999A Resolution 99-40 May 18, 1999 Member Bakken introduced the following resolution and moved its adoption: RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF UP TO $30,000,000 REVENUE BONDS (COVENANT RETIREMENT COMMUNITIES, INC. PROJECT), SERIES 1999A AND AUTHORIZING EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RESOLVED BY THE CITY COUNCIL OF THE CITY OF GOLDEN VALLEY 1. Proposal. There has been submitted to this Council a proposal by Colonial Acres Home, Inc. and it's "parent" Covenant Retirement Communities, Inc. (together, "Covenant") that the City issue up to $34 million revenue bonds for the purpose of (a) constructing and equipping a 134-unit senior housing facility (including four guest apartments) and (b) renovating and acquiring equipment for a skilled care nursing home which will have 108 beds upon completion of the renovation (together, the "Project"). The Project will be owned and operated by Covenant. The nursing home is located at 5825 St. Croix Avenue and the senior housing facility will be located at 5800 St. Croix Avenue. The Project is more fully described in a housing program and proposed application to the Commissioner of Trade and Economic Development on file in the office of the City Clerk. 2. Authority. This City is, by the Laws of the State of Minnesota, including Sections 469.152 to 469.165 and Chapter 462C, Minnesota Statutes, as amended (the "Act"), authorized to issue and sell its revenue bonds for the purpose of financing and refinancing the cost of acquisition and construction of authorized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act. A public hearing on the Project, the housing program and the issuance of bonds therefor has been duly called and held. The housing program and application to the Commissioner of Trade and Economic Development are hereby approved and the application shall be submitted to the Commissioner in substantially the form on file. 3. Authorization of Bonds. The City hereby determines that it is necessary and expedient to authorize, and the City does hereby authorize, the issuance and sale of the City's Revenue Bonds (Covenant Retirement Communities, Inc. Project), Series 1999A (the "Series 1999 A Bond" or the "Bonds") pursuant to the Act to provide money to be loaned to Colonial Acres Home, Inc., a Minnesota nonprofit corporation (the "Borrower") in the aggregate principal amount of up to Thirty Million Dollars ($30,000,000) to finance the costs of the Project, of which not more than $4,000,000 shall be applied to nursing home renovation. 4. Documents Presented. Forms of the documents relating to the Bonds and the Project have been prepared and submitted to the City and are now on file in the office of the City Clerk: Resolution 99-40 - Continued May 18, 1999 (a) Loan Agreement (the "Loan Agreement") dated as of May 15, 1999, between the City and the Borrower, whereby the City agrees to make a loan of the proceeds of the Bonds to the Borrower to finance the Project and the Borrower agrees to pay amounts sufficient to provide for the full and prompt payment of the principal of, premium, if any, and interest on the Bonds; (b) Bond Trust Indenture (the "Bond Indenture") dated as of May 15, 1999, between the City and Norwest Bank Minnesota, National Association, as trustee (the "Bond Trustee"), pledging the revenues to be derived from the Loan Agreement as security for the Bonds, and setting forth proposed recitals, covenants and agreements relating thereto; (c) Tax Exemption Agreement and Certificate, dated as of May 15, 1999, between the Borrower, the Bond Trustee, and the City; (d) Promissory Note (the "Promissory Note"), dated as of May 15, 1999, from the Borrower to the Bond Trustee, by which Covenant and other members of the Obligated Group described therein agree to made payments equal to the payments on the Bonds, together with Amendment No. 8, dated as of May 15, 1999, to the First Supplemental Master Trust Indenture among the Obligated Group and M & I National Trust Company, West Bend, Wisconsin (these documents not to be executed by the City); (e) Bond Purchase Agreement (the "Bond Purchase Agreement") between the City, the Borrower and B. C. Ziegler and Company (the "Underwriter"); and (f) Preliminary Official Statement dated May 6, 1999 (the "Preliminary Official Statement"), from which a final Official Statement pertaining to the Bonds will be prepared. 5. Findings. It is hereby found, determined and declared that: (a) The Project furthers the purposes and policies of the Act. (b) The City held a public hearing on May 18, 1999 relating to the Project, and in the opinion of Bond counsel, based on representations of the Borrower, the Series 1999 Bonds will be qualified Section 501(c)(3) bonds within the meaning of Section 145 of the Internal Revenue Code and interest on the Bonds will be exempt from Federal income tax. (c) The representations of the City in Section 2.01 of the Bond Indenture and Section 4 of the Bond Purchase Agreement are true and correct as of the date hereof. (d) The Loan Agreement and Promissory Note provide for payments by the borrower to the Bond Trustee for the account of the City of such amounts as will be sufficient to pay the principal of and interests on the Bonds when due. The Loan Agreement obligates the Borrower to provide for the operation and maintenance of the Project, including adequate insurance, taxes and special assessments. The Loan Agreement further provides for the payment of a fee to the City as set forth therein. Resolution 99-40 - Continued May 18, 1999 (e) The Borrower has approved and requested the City to accept the Proposal of the Underwriter to purchase the Bonds on the terms set forth herein and in the Bond Purchase Agreement and Bond Indenture, and the Proposal appears feasible and reasonable. (f) Under the provisions of Section 469.162 of the Act and as provided in the Loan Agreement and Bond Indenture, the Bonds are not to be payable from nor charged upon any funds other than amounts payable pursuant to the Loan Agreement and moneys in the funds and accounts held by the Bond Trustee which are pledged to the payment thereof; the City is not subject to any liability thereon; no holders of the Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Bonds shall never constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter limitation and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; the bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and each Bond issued under the Bond Indenture shall recite that the Bond, including interest thereon, shall not constitute nor give rise to a charge against the general credit or taxing powers of the City and does not grant to the owner or holder of any Bond the right to have the City levy taxes or appropriate any funds for the payment of principal thereof or the interest or premium, if any, thereon and the Bond is not a general obligation of the City or individual officers or agents thereof. 6. Approval and Execution of Documents. The forms of Bond Indenture, Loan Agreement, Promissory Note, Bond Purchase Agreement and Tax Agreement referred to in paragraph 4 are approved. The Bond Purchase Agreement shall be executed by the Mayor and City Manager upon execution thereof by the Borrower and, upon approval of the nursing home portion of the Project by the Commissioner of Trade and Economic Development, the Bond Indenture, Loan Agreement and Tax Agreement shall be executed in the name and on behalf of the City by the Mayor and by the City Manager or other officers authorized to act on behalf of the foregoing officers, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. The Bonds shall be executed as provided by the Bond Indenture. Such approval is conditioned on the average interest rate on the Bonds not exceeding 5.75% per annum. 7. Certifications. The officers of the City are authorized and directed to prepare and furnish to Faegre & Benson LLP and Jones, Day, Reavis & Pogue, bond counsel, to the Borrower, to the Underwriter and to counsel for the Borrower and Underwriter, certified copies of all proceedings and records of the City relating to the Project and the Bonds, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers' custody and control or as otherwise know to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. Resolution 99-40 - Continued May 18, 1999 Mary E. derson, Mayor ATTEST: Shirley J. Nelson, City Clerk The motion for the adoption of the foregoing resolution was seconded by Member Johnson and upon a vote being taken thereon, the following voted in favor thereof: Anderson, Bakken, Johnson, LeSuer and Micks; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and her signature attested by the City Clerk.